[Federal Register Volume 76, Number 78 (Friday, April 22, 2011)]
[Notices]
[Pages 22747-22748]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-9789]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35486]


RailAmerica, Inc., Palm Beach Holdings, Inc., RailAmerica 
Transportation Corp., RailTex, Inc., Fortress Investment Group, LLC, 
and RR Acquisition Holding, LLC--Continuance in Control Exemption--
Conecuh Valley Railway, LLC, Three Notch Railway, LLC, and Wiregrass 
Central Railway, LLC

    RailAmerica, Inc. (RailAmerica),\1\ Palm Beach Holdings, Inc. (Palm 
Beach), RailAmerica Transportation Corp. (RTC), RailTex, Inc. 
(RailTex), Fortress Investment Group, LLC (Fortress), and RR 
Acquisition Holding, LLC (RR Acquisition) (collectively, RailAmerica, 
et al.), have filed a verified notice of exemption to continue in 
control, through RTC, of Conecuh Valley Railway, LLC (CVR), Three Notch 
Railway, LLC (TNRW), and Wiregrass Central Railway, LLC (WCR) upon 
those noncarriers' becoming Class III rail carriers.\2\
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    \1\ RailAmerica controls the following Class III railroads: 
Alabama & Gulf Coast Railway, LLC, Arizona & California Railroad 
Company, Bauxite & Northern Railway Company, California Northern 
Railroad Company, Cascade and Columbia River Railroad Company, 
Central Oregon & Pacific Railroad, Inc., The Central Railroad 
Company of Indiana, Central Railroad Company of Indianapolis, 
Connecticut Southern Railroad, Inc., Dallas, Garland & Northeastern 
Railroad, Inc., Delphos Terminal Railroad Company, Inc., Eastern 
Alabama Railway, LLC, Huron & Eastern Railway Company, Inc., Indiana 
& Ohio Railway Company, Indiana Southern Railroad, LLC, Kiamichi 
Railroad Company, LLC, Kyle Railroad Company, The Massena Terminal 
Railroad Company, Mid-Michigan Railroad, Inc., Missouri & Northern 
Arkansas Railroad Company, Inc., New England Central Railroad, Inc., 
North Carolina & Virginia Railroad Company, LLC, Otter Tail Valley 
Railroad Company, Inc., Point Comfort & Northern Railway Company, 
Puget Sound & Pacific Railroad, Rockdale, Sandow & Southern Railroad 
Company, San Diego & Imperial Valley Railroad Company, Inc., San 
Joaquin Valley Railroad Co., South Carolina Central Railroad 
Company, LLC, Toledo, Peoria & Western Railway Corporation, and 
Ventura County Railroad Corp.
    \2\ RailAmerica et al., through RTC, owns 100 percent of CVR, 
TNRW, and WCR.
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    This transaction is related to 3 concurrently filed verified 
notices of exemption, as follows: Docket No. FD 35487, Conecuh Valley 
Railway, LLC--Acquisition and Operation Exemption--Conecuh Valley 
Railroad Co., Inc., wherein CVR seeks to acquire and operate 
approximately 15.04 miles of rail line between milepost 374.96 at or 
near Troy, and the end of the line at approximately milepost 390.00 at 
or near Goshen, in Pike County, Ala.; Docket No. FD 35488, Three Notch 
Railway, LLC-- Acquisition and Operation Exemption--Three Notch 
Railroad Co., Inc., wherein TNRW seeks to acquire and operate 
approximately 34 miles of rail line extending between approximately 
right-of-way station 22+57 at the interchange point with CSX 
Transportation, Inc. (CSXT), in Georgiana, Ala., and milepost 581.3 at 
Andalusia, Ala.; \3\ and Docket No. FD 35489, Wiregrass Central 
Railway, LLC--Acquisition and Operation Exemption--Wiregrass Central 
Railroad Company, Inc., wherein WCR seeks to acquire and operate 
approximately 21.2 miles of rail line between milepost 800.00 at 
Waterford and milepost 821.2 near Newton, in Coffee and Dale Counties, 
Ala.
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    \3\ TNRW will also be assigned the selling carrier's agreement 
with Andalusia & Conecuh Railroad Company to lease and operate a 
rail line in Andalusia.
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    The parties intend to consummate the transaction on or after May 8, 
2011.
    RailAmerica et al., entered into an Asset Purchase Agreement dated 
April 8, 2011, with Conecuh Valley Railroad Co., Inc. (COEH), Three 
Notch Railroad Co., Inc. (TNHR), Wiregrass Central Railroad Company, 
Inc. (WGCR), and Gulf & Ohio Railways, Inc. (G&O),\4\ to acquire 
substantially all of the assets of COEH, TNHR, and WGCR.
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    \4\ G&O is the corporate parent of COEH, TNHR, and WGCR.
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    Fortress's noncarrier affiliate, RR Acquisition, currently owns 55% 
of the publicly traded shares of, and controls, noncarrier RailAmerica. 
The latter directly controls noncarrier Palm Beach, which directly 
controls RTC. Further, Fortress, on behalf of certain other equity 
funds managed by it and its affiliates, directly controls noncarrier

[[Page 22748]]

FECR Rail LLC, which directly controls FEC Rail Corp. (CORP), which 
directly controls Florida East Coast Railway, LLC (FEC). CORP and FEC 
are Class II rail carriers.
    The parties represent that: (1) CVR, TNRW, and WCR will not connect 
with any railroads in the corporate family of RailAmerica, et al.; (2) 
the transaction is not part of a series of anticipated transactions 
that would connect the rail lines operated by CVR, TNRW, or WCR with 
any railroads in the corporate family of RailAmerica, et al.; and (3) 
the transaction does not involve a Class I carrier.
    Further, the parties state that: (1) The management of RailAmerica 
has successfully managed short line railroads for more than a decade; 
(2) RailAmerica intends to focus on rail operations and to use its 
management experience and expertise in operating short line railroads 
and its financial resources to provide rail freight service to 
communities and industries who wish to have additional transportation 
options; and (3) RailAmerica intends to create financially viable 
railroads in CVR, TNRW, and WCR.
    Under 49 U.S.C. 10502(g), the Board may not use its exemption 
authority to relieve a rail carrier of its statutory obligation to 
protect the interests of its employees. As a condition to the use of 
this exemption, any employees adversely affected by this transaction 
will be protected by the conditions set forth in New York Dock 
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C. 60 
(1979).
    If the verified notice contains false or misleading information, 
the exemption is void ab initio. Petitions to revoke the exemption 
under 49 U.S.C. 10502(d) may be filed at any time. The filing of a 
petition to revoke will not automatically stay the effectiveness of the 
exemption. Stay petitions must be filed no later than April 29, 2011 
(at least 7 days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35486, must be filed with the Surface Transportation Board, 395 E 
Street, SW., Washington, DC 20423-0001. In addition, one copy of each 
pleading must be served on Louis E. Gitomer, 600 Baltimore Avenue, 
Suite 301, Towson, MD 21204.
    Board decisions and notices are available on our Web site at http://www.stb.dot.gov.

    Decided: April 18, 2011.

    By the Board.
Rachel D. Campbell,
Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2011-9789 Filed 4-21-11; 8:45 am]
BILLING CODE 4915-01-P